北京金杜（杭州）律师事务所 关于圆通速递股份有限公司 2025 年第二次临时股东大会之 法律意见书 致：圆通速递股份有限公司 北京金杜（杭州）律师事务所（以下简称本所）接受圆通速递股份有限公 司（以下简称公司）委托，根据《中华人民共和国证券法》（以下简称《证券法》）、 《中华人民共和国公司法》（以下简称《公司法》）、中国证券监督管理委员会《上 市公司股东会规则》（以下简称《股东会规则》）等中华人民共和国境内（以下 简称中国境内，为本法律意见书之目的，不包括中国香港特别行政区、中国澳 门特别行政区和中国台湾省）现行有效的法律、行政法规、规章和规范性文件 （以下简称法律法规）以及现行有效的《圆通速递股份有限公司章程》（以下简 称《公司章程》）有关规定，指派律师出席了公司于 2025 年 10 月 17 日召开的 2025 年第二次临时股东大会（以下简称本次股东大会），并就本次股东大会相 关事项出具本法律意见书。 为出具本法律意见书，本所律师审查了公司提供的以下文件，包括但不限 于： 1. 经公司 2022 年第二次临时股东大会审议通过的《公司章程》； 2. 公司 2025 年 9 月 27 日刊登于《中国证券报》 ...

证券代码：600233 证券简称：圆通速递 公告编号：临 2025-066 圆通速递股份有限公司 第十二届董事局第一次会议决议公告 本公司董事局及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 圆通速递股份有限公司（以下简称"公司"）第十二届董事局第一次会议以 口头等方式通知了全体董事，并于 2025 年 10 月 17 日以现场及通讯方式召开。 应出席会议的董事 9 名，实际出席会议的董事 9 名，符合《中华人民共和国公司 法》（以下简称《公司法》）等有关法律法规及《圆通速递股份有限公司章程》（以 下简称《公司章程》）的规定。会议由董事局主席喻会蛟先生主持。 会议以记名和书面的表决方式形成如下决议： 一、审议通过《关于选举第十二届董事局主席的议案》 根据《公司法》《公司章程》等有关规定，董事局同意选举喻会蛟先生（简 历见附件）担任公司第十二届董事局主席，任期自本次董事局会议审议通过之日 起至第十二届董事局任期届满之日止。 表决结果：同意 9 票，反对 0 票，弃权 0 票。 二、审议通过《关于选举第十二届董事局各专门委员会委员的议案》 根 ...

Core Insights - YTO Express (600233) reported significant growth in its express delivery business for September, with total revenue reaching 5.799 billion yuan, marking a year-on-year increase of 14.89% [1] - The average revenue per delivery ticket was 2.21 yuan, reflecting a year-on-year growth of 1.09% [1] - The total volume of express deliveries completed was 2.627 billion tickets, which represents a year-on-year increase of 13.64% [1]

Group 1 - The core viewpoint of the announcement is that YTO Express reported a revenue of 5.799 billion yuan for its express products in September 2025, reflecting a year-on-year growth of 14.89% [1] - The total business volume reached 2.627 billion parcels, which represents a year-on-year increase of 13.64% [1] - The average revenue per parcel for express products was 2.21 yuan, showing a year-on-year growth of 1.09% [1]

Group 1 - YTO Express (圆通速递) announced that its shareholder, Hangzhou Haoyue Enterprise Management Co., Ltd., plans to transfer up to 68 million shares, representing no more than 2% of the company's total share capital, through a block trade [1] - In the first half of 2023, YTO Express reported a revenue of 35.883 billion yuan, a year-on-year increase of 10.19%, and a net profit attributable to shareholders of 1.831 billion yuan, with express delivery business contributing 1.985 billion yuan to the net profit [1] - The company achieved a delivery volume of 14.863 billion parcels in the first half of 2023, reflecting a year-on-year growth of 21.79% [1] Group 2 - Shentong Express (申通快递) disclosed plans to acquire 100% of Zhejiang Daniao Logistics Technology Co., Ltd. for a transaction price of 362 million yuan, with Daniao Logistics being the operational entity of Cainiao Express [2] - Alibaba's strategy in the express delivery sector has shifted, as it has been reducing its stakes in logistics companies due to competitive pressures from platforms like Douyin, Kuaishou, and Pinduoduo, which do not hold significant stakes in logistics firms but still provide competitive logistics experiences [2] - In September 2023, Alibaba established a focus on "user-first" and "AI-driven" strategies, leading to a systematic exit from non-core assets, including the sale of its stakes in Intime Retail and Sun Art Retail [2]

Group 1: Jinshi Yao - Jinshi Yao expects net profit for the first three quarters of 2025 to be between 86.61 million and 107 million yuan, representing a year-on-year increase of 48.99% to 83.95% [1] - The net profit after deducting non-recurring gains and losses is projected to be between 69.13 million and 89.45 million yuan, with a year-on-year growth of 32.83% to 71.88% [1] - The company specializes in the research, production, and sales of pharmaceuticals and health foods [1] Group 2: High Energy Environment - High Energy Environment, as a member of a consortium, won a bid for a wastewater treatment facility renovation project valued at 53.64 million yuan [1] - The project has a duration of 9 months [1] - The company focuses on solid waste and hazardous waste resource utilization, environmental operation services, and environmental engineering [2] Group 3: Shentong Technology - Shentong Technology reported a net profit of 113 million yuan for the first three quarters of 2025, a year-on-year increase of 584.07% [3] - The company achieved a revenue of 1.302 billion yuan, reflecting a growth of 34.65% [3] - Shentong Technology specializes in the research and manufacturing of automotive power systems and optical components [3] Group 4: Pianzaihuang - Pianzaihuang reported a net profit of 2.129 billion yuan for the first three quarters of 2025, a year-on-year decrease of 20.74% [4] - The company's revenue for the same period was 7.442 billion yuan, down 11.93% year-on-year [4] - Pianzaihuang operates in the pharmaceutical manufacturing and cosmetics industries [4] Group 5: Yingxi Network - Yingxi Network's net profit for the first three quarters of 2025 was 422 million yuan, up 12.68% year-on-year [5] - The company reported a revenue of 4.293 billion yuan, reflecting an 8.33% increase [5] - Yingxi Network focuses on AI interaction and smart living solutions [5] Group 6: Tengjing Technology - Tengjing Technology achieved a net profit of 63.80 million yuan for the first three quarters of 2025, a year-on-year increase of 15% [6] - The company's revenue was 425 million yuan, up 28.11% year-on-year [6] - Tengjing Technology specializes in precision optical components and optical testing instruments [6] Group 7: Huayuan Biological - Huayuan Biological reported a net profit of 234 million yuan for the first three quarters of 2025, a decrease of 3.07% year-on-year [7] - The company's revenue was 936 million yuan, down 0.20% year-on-year [7] - Huayuan Biological operates in the vitamin and pharmaceutical manufacturing sectors [7] Group 8: Yipin Hong - Yipin Hong's subsidiary received a drug registration certificate for Methanesulfonate Injection, indicating it has passed consistency evaluation [8] - The drug is primarily used for counteracting residual muscle relaxation after surgery and treating myasthenia gravis [8] - Yipin Hong focuses on the research, production, and sales of pharmaceuticals [8] Group 9: Xinjiang Jiaojian - Xinjiang Jiaojian won a bid for a highway construction project valued at 556 million yuan [9] - The company specializes in civil engineering and infrastructure construction [9] Group 10: Shenneng Shares - Shenneng Shares reported a 2.6% decrease in electricity generation for the first three quarters of 2025, totaling 43.374 billion kWh [10] - The average on-grid electricity price was 0.497 yuan per kWh [10] - The company focuses on electricity and natural gas development and management [10] Group 11: Xinhua Medical - Xinhua Medical received registration certificates for two new Class II medical devices [11] - The products include a dental implant mobile device and a mobile laser simulation positioning system [11] - Xinhua Medical specializes in the manufacturing and sales of medical devices and pharmaceutical equipment [11] Group 12: Jingneng Power - Jingneng Power reported a 2.91% decrease in on-grid electricity for the first three quarters of 2025, totaling 66.469 billion kWh [12] - The company focuses on electricity and heat production and sales [12] Group 13: Tunnel Shares - Tunnel Shares reported a total bid amount of 69.029 billion yuan for the first three quarters of 2025, a year-on-year increase of 5.06% [13] - The company specializes in urban infrastructure design and construction [13] Group 14: Yongmaotai - Yongmaotai signed a strategic cooperation framework agreement with a leading humanoid robot company [14] - The collaboration will focus on the development of new materials and the establishment of a super supply chain platform [14] - Yongmaotai specializes in the research and production of aluminum alloys and automotive components [14] Group 15: China Nuclear Construction - China Nuclear Construction reported new contracts totaling 1129.62 billion yuan and revenue of 731.80 billion yuan [15] - The company focuses on nuclear power engineering and industrial construction [15] Group 16: Changchun High-tech - Changchun High-tech's subsidiary received FDA acceptance for a clinical trial application for a targeted drug for advanced solid tumors [17] - The drug has also been accepted for clinical trials in China [17] - The company specializes in biopharmaceuticals and traditional Chinese medicine [17] Group 17: Baiyun Mountain - Baiyun Mountain's subsidiary has initiated a Phase III clinical trial for a throat medication [18] - The product is exclusively owned by Wanglaoji [18] - Baiyun Mountain operates in the pharmaceutical and health product sectors [18] Group 18: Jincheng Pharmaceutical - Jincheng Pharmaceutical's subsidiary received approval for a supplemental application for a drug used to treat menopausal symptoms [19] - The approval allows changes in excipients and production processes [19] - Jincheng Pharmaceutical specializes in the research and production of pharmaceuticals [19] Group 19: Zhonghong Medical - Zhonghong Medical's subsidiary obtained registration certificates for two types of disposable nutrition pump tubes [20] - The products are designed for delivering nutritional fluids [20] - Zhonghong Medical focuses on health protection products and medical devices [20] Group 20: Bichuang Technology - Bichuang Technology's vice president resigned for personal reasons [21] - The company specializes in intelligent sensing and precision optical instruments [21] Group 21: Guangha Communication - Guangha Communication's application for a specific stock issuance has been accepted by the Shenzhen Stock Exchange [23] - The company provides communication network solutions for various industries [23] Group 22: Buchang Pharmaceutical - Buchang Pharmaceutical's subsidiary signed a contract for pharmacokinetics and toxicology testing worth 10.8 million yuan [24] - The company specializes in traditional Chinese medicine [24] Group 23: Jinchuan Group - Jinchuan Group's shareholder plans to reduce their stake by up to 3% [26] - The company specializes in rail transit vehicle components [26] Group 24: Shandong Road and Bridge - Shandong Road and Bridge's subsidiary plans to acquire a limited partnership interest for 140 million yuan [27] - The company specializes in road and bridge engineering [27] Group 25: TBEA - TBEA's subsidiary plans to acquire a 74.19% stake in Shuguang Cable for 946 million yuan [29] - The company specializes in power transmission and new energy [29] Group 26: Junshi Biological - Junshi Biological's clinical trial for a lung cancer treatment has been approved by the FDA [30] - The company specializes in innovative drug development [30] Group 27: YTO Express - YTO Express's shareholder plans to transfer up to 2% of the company's shares [31] - The company specializes in logistics and express delivery services [31] Group 28: Satellite Chemical - Satellite Chemical's subsidiary has completed maintenance and resumed normal production [32] - The company specializes in chemical production [32] Group 29: Longbai Group - Longbai Group's subsidiary plans to acquire titanium dioxide business assets for 69.9 million USD [33] - The company specializes in titanium dioxide and related products [33] Group 30: Jingda Shares - Jingda Shares' actual controller plans to reduce their stake by up to 3% [34] - The company specializes in special electromagnetic wires and precision molds [34] Group 31: Jinghe Integration - Jinghe Integration's subsidiary plans to implement a capital increase [35] - The company specializes in semiconductor manufacturing [35] Group 32: Zhaofeng Shares - Zhaofeng Shares signed a strategic cooperation agreement with a robotics company [36] - The company specializes in automotive components [36] Group 33: Jiulian Technology - Jiulian Technology announced a three-month delay in disclosing a major asset restructuring plan [37] - The company specializes in smart terminal and communication solutions [37] Group 34: Guosheng Technology - Guosheng Technology's investment target has not yet commenced actual operations [38] - The company specializes in photovoltaic battery production [38] Group 35: Kailong High-tech - Kailong High-tech plans to establish a joint venture with related parties [40] - The company specializes in air pollution control equipment [40] Group 36: Shijia Photon - Shijia Photon reported a net profit of 300 million yuan for the first three quarters of 2025, a year-on-year increase of 727.74% [42] - The company achieved a revenue of 1.56 billion yuan, reflecting a growth of 113.96% [42] - Shijia Photon specializes in optical integrated chips and related technology [42] Group 37: Furan Energy - Furan Energy reported a net profit of 490 million yuan for the first three quarters of 2025, a year-on-year increase of 6.07% [43] - The company achieved a revenue of 23.501 billion yuan, reflecting a growth of 5.38% [43] - Furan Energy specializes in urban gas and renewable energy [43] Group 38: Kanghua Biological - Kanghua Biological reported a net profit of 189 million yuan for the first three quarters of 2025, a year-on-year decrease of 53.41% [44] - The company achieved a revenue of 840 million yuan, down 20.78% year-on-year [44] - Kanghua Biological specializes in vaccine production and sales [44] Group 39: Cangge Mining - Cangge Mining reported a net profit of 2.751 billion yuan for the first three quarters of 2025, a year-on-year increase of 47.26% [45] - The company achieved a revenue of 2.401 billion yuan, reflecting a growth of 3.35% [45] - Cangge Mining specializes in the production and sales of potassium chloride and lithium carbonate [45] Group 40: Huadong CNC - Huadong CNC reported a net profit of 23.12 million yuan for the first three quarters of 2025, a year-on-year increase of 151.78% [47] - The company achieved a revenue of 249 million yuan, down 3.21% year-on-year [47] - Huadong CNC specializes in CNC machine tools and related components [47] Group 41: Yunnan Energy Investment - Yunnan Energy Investment plans to invest 1.872 billion yuan in a compressed air energy storage project [48] - The project will have a capacity of 350MW/1750MWh and is expected to take 18 months to complete [48] - Yunnan Energy Investment specializes in renewable energy and salt production [48] Group 42: Oriental Cable - Oriental Cable announced recent project wins totaling approximately 2.374 billion yuan [49] - The projects include various cable supply and installation works [49] - Oriental Cable specializes in power engineering and cable manufacturing [49]

Core Viewpoint - YTO Express's shareholder, Hangzhou Haoyue, plans to transfer up to 68.45 million shares through block trading, representing no more than 2% of the company's total share capital [1] Group 1: Shareholder Actions - Hangzhou Haoyue previously reduced its stake in YTO Express by selling 68.935 million shares between April and June this year, at an average price of 12.03-12.69 yuan per share, raising approximately 847 million yuan [1][2] - The current share sale could yield around 1.17 billion yuan, bringing the total cash raised from both sales to nearly 2 billion yuan [2] Group 2: Shareholding Structure - Before the current reduction, Hangzhou Haoyue held 310 million shares, accounting for 9.06% of YTO Express, making it the third-largest shareholder [2] - Together with Alibaba's investment entities, they collectively hold 18.75% of YTO Express [2] Group 3: Business Performance - In the first half of the year, YTO Express reported revenue of 35.883 billion yuan, a year-on-year increase of 10.19%, but net profit fell by 7.9% to 1.831 billion yuan, marking the first decline in semi-annual net profit in four years [2] - Despite the profit decline, YTO Express's market share increased, with a total parcel volume of 8.084 billion pieces in the second quarter, up 21.84% year-on-year, and market share rising to 16.0% [2] Group 4: Strategic Implications - Analysts suggest that the share reduction may be part of Alibaba's strategic adjustment in its logistics sector, focusing resources on international logistics and high-end delivery services [3] - The "Alibaba system" has also reduced stakes in other companies, aligning with its strategic focus on "AI + Cloud" and major consumer sectors [3]

Core Viewpoint - The logistics sector experienced a decline of 1.6% on October 17, with major stocks like Huaguang Yuanhai leading the drop, while the Shanghai Composite Index fell by 1.95% and the Shenzhen Component Index decreased by 3.04% [1][2]. Group 1: Market Performance - The logistics sector's stocks showed mixed performance, with YD Holdings rising by 10.03% to close at 9.76, while Huami Yuanhai fell by 5.74% to 26.58 [1][2]. - The trading volume for YD Holdings was 542,900 shares, with a transaction value of 525 million yuan, indicating strong investor interest [1]. - The overall market saw significant declines, with the Shanghai Composite Index closing at 3839.76 and the Shenzhen Component Index at 12688.94 [1]. Group 2: Capital Flow - The logistics sector experienced a net outflow of 658 million yuan from institutional investors, while retail investors saw a net inflow of 471 million yuan [2][3]. - Notable stocks like Xiamen Guomao and Jianda Co. had varying net inflows and outflows, with Xiamen Guomao seeing a net inflow of 15.31 million yuan from institutional investors [3]. - The overall capital flow indicates a shift in investor sentiment, with retail investors showing more confidence compared to institutional investors [2][3].

Core Viewpoint - In the digital economy era, technological innovation is the core driving force for the development of the logistics and e-commerce industries. Easy Post Express Supermarket integrates resources from major e-commerce platforms and courier companies, promoting deep technological cooperation across enterprises to break down technical barriers and enhance service capabilities through collaborative innovation [1][9]. Group 1: System Interoperability - The disconnection between e-commerce platforms and courier companies has long restricted logistics efficiency, leading to issues such as delayed order reviews and untimely logistics updates. Easy Post promotes "system interoperability" to achieve real-time data flow from order placement to package delivery [2][3]. - Data synchronization time has been reduced from an average of 30 minutes to under 10 seconds, improving order processing efficiency by over 95%. The time taken to trace abnormal orders has decreased from 4 hours to 30 minutes, resulting in a 40% reduction in user complaints [3]. Group 2: Intelligent Technology Development - Easy Post has formed a "cross-enterprise intelligent technology research alliance" to tackle core technologies such as intelligent forecasting, unmanned delivery, and green logistics technology. This collaboration aims to innovate and address industry pain points [4][5]. - The logistics demand forecasting model developed by Easy Post has an accuracy rate exceeding 85%, helping courier companies reduce capacity waste by 15% and improve order fulfillment rates to 98% [5]. - Unmanned delivery vehicles and drones have been developed to address last-mile delivery challenges, with pilot operations in 500 communities across 20 cities, significantly alleviating delivery pressure [5][6]. Group 3: Service Standard Co-construction - The lack of unified service standards in the e-commerce and courier industries leads to inconsistent service quality. Easy Post promotes the establishment of unified service standards and technical specifications to enhance overall service levels [7][8]. - A standardized after-sales processing system has been created, improving user satisfaction with after-sales complaint handling from 75% to 92% [8]. - A technical service assessment standard has been established, linking assessment results to resource allocation, thereby incentivizing companies to improve service quality [8]. Group 4: Future Directions - Easy Post's cross-enterprise technological cooperation model provides a replicable example for the collaborative development of technology in the logistics and e-commerce industries. Future expansions may include the introduction of AI customer service and blockchain traceability technologies [10].

Market Overview - The three major indices opened slightly lower, with the Shanghai Composite Index at 3912.04 points, down 0.11%, the Shenzhen Component at 13060.24 points, down 0.20%, and the ChiNext Index at 3026.40 points, down 0.36% [1] Economic and Trade Developments - The Chinese Ministry of Commerce expressed an open attitude towards equal consultations based on mutual respect regarding potential new trade talks with the U.S. [2] - The Ministry of Industry and Information Technology is promoting a nationwide "millisecond computing" network construction initiative, aiming for comprehensive coverage and efficiency by 2027 [2] - The U.S. is considering extending the suspension of tariffs on China in exchange for delaying rare earth export controls, with China reiterating its stance on these issues [2] - Chinese Commerce Minister Wang Wentao met with Apple CEO Tim Cook, discussing U.S.-China trade relations and encouraging Apple to deepen cooperation and investment in China [2] - TSMC noted strong demand for AI applications, exceeding previous expectations, and is working to enhance Cowos capacity by 2026 [2] Company Announcements - Oriental Cable announced winning contracts totaling 2.374 billion yuan for ±500kV DC sea-land cable products and construction projects [3] - Zhaofeng Co. signed a strategic cooperation framework agreement with Nuoan Robotics [3] - TBEA announced a subsidiary's plan to acquire a 74.19% stake in Shuguang Cable for 946 million yuan [3] - Zhongtian Technology reported winning multiple marine project contracts totaling approximately 1.788 billion yuan [3] - Huatian Technology plans to acquire 100% of Huayi Microelectronics [3] - ZhiGuang Electric intends to purchase all or part of ZhiGuang Energy's minority equity [3] - ChipLink Integration plans to increase capital by 1.8 billion yuan to its controlling subsidiary [3] - Shijia Photon reported a 728% year-on-year increase in net profit for the first three quarters [3] - Rongzhi Rixin expects a net profit increase of 871%-908% year-on-year for the first three quarters [3] - Guangsheng Nonferrous anticipates a net profit of 100 million to 130 million yuan for the first three quarters [3] Corporate Changes - Fuyao Glass announced that its actual controller, Cao Dewang, resigned as chairman, with his son, Cao Hui, elected as the new chairman [4] - YTO Express reported that its third-largest shareholder, Hangzhou Haoyue, plans to transfer up to 2% of the company's shares through block trading [4] - Tongfu Microelectronics' largest shareholder, Huada Group, plans to reduce its stake by no more than 1% [4] - Debang Technology's largest shareholder, the National Big Fund, reduced its holdings by 1.5173 million shares from September 29 to October 15 [4] Regulatory Issues - Hainan Huatie announced that it is under investigation by the China Securities Regulatory Commission for suspected violations of information disclosure [5] U.S. Market Performance - The U.S. Senate failed to advance a temporary funding bill, increasing recession expectations [6] - U.S. stock indices closed lower, with the Dow down 0.65%, Nasdaq down 0.47%, and S&P 500 down 0.63% [7] Technology Developments - Apple is preparing to launch a new Mac computer featuring a touch screen, with the new MacBook Pro expected to include a touch display, a lighter body, and M6 series chips [8] - Oracle disclosed that its RPO has exceeded $500 billion, projecting $225 billion in revenue by fiscal year 2030, with adjusted earnings per share expected to reach $21 [9] Commodity Market - COMEX gold futures rose by 3.4% to $4344.3 per ounce, while COMEX silver futures increased by 3.99% to $53.43 per ounce, both reaching new closing highs [9] Market Sentiment - Zhongyuan Securities noted that the A-share market experienced slight fluctuations, with banking, automotive, communication equipment, and coal sectors performing well, while precious metals and wind power sectors lagged [10] - Dongguan Securities highlighted that the A-share market faced a pullback, with concerns over U.S. government "shutdown" increasing recession expectations [11]